Reports to the Stock Exchange
Disclosure of Connected Transaction
Connected transaction
Ref.No.IVL006/08/2012
14 August 2012
President
The Stock Exchange of Thailand
Subject: Disclosure of Connected Transaction
The Board of Directors Meeting No. 6/2012 of Indorama Ventures Public Company
Limited ("IVL") held on 14 August 2012, has approved to provide 50% corporate
guarantee to PT. Indorama Petrochemicals, its joint venture entity. The details
of the connected transaction are as follows:
1. Transaction date: Within Q3 2012
2. The parties involved:
Guarantor: Indorama Ventures Public Company Limited ("IVL")
Guarantee: PT. Indorama Petrochemicals ("PTIP"), a company jointly
controlled by Indorama Netherlands B.V. (42%), a subsidiary company of IVL and
by PT. Indo-Rama Synthetics Tbk (42%), a company belonging to Mr. Sri Prakash
Lohia and Mr. Amit Lohia, directors of IVL.
3. Description of transaction:
It is necessary for PTIP to operate its business by borrowing long term loan and
working capital loan from the financial institution in the amount of USD 47
million. In this regard the major shareholders of PTIP are required to be the
guarantor of such loans. There are two major shareholders of PTIP namely
Indorama Netherlands B.V. and PT. Indo-Rama Synthetics Tbk both holding 42%
each.
Since IVL is a parent company of Indorama Netherlands B.V., therefore IVL is
required to provide a 50% guarantee for the above loan amounting to USD 23.50
million to the financial institution and for the balance 50% a guarantee will
provided by PT. Indo-Rama Synthetics Tbk.
This transaction falls under the category of "transaction regarding offer or
receipt of financial
assistance" as prescribed in the Notification of the Capital Market Supervisory
Board No. TorChor 21/2551 Re: Related Parties Transactions and the Notification
of the Board of Governors of the Securities Exchange of Thailand Re:
Disclosure of Information and Other Acts of Listed Companies Concerning the
Connected transactions, 2003.
4. The total value and transaction size:
The transaction value is USD 23.50 million or Baht 746.12 million (calculation
based on the exchange rate of USD 1 = Baht 31.75). The calculation has revealed
that the size of such transaction is greater than 0.03% but less than 3% of the
Company's net tangible asset value as per the consolidated financial statements
ended on 30 June 2012. Consequently, the Company has taken the IVL Board
approval and disclosing the same to the Stock Exchange of Thailand.
5. Interested directors not attending the meeting and voting:
1) Mr. Sri Prakash Lohia
2) Mr. Aloke Lohia
3) Mrs. Suchitra Lohia
4) Mr. Amit Lohia (absent at this Meeting)
6. Opinion of the Company's Board of Directors and Audit Committee:
In the opinion of the Audit Committee and the Board of Directors, the above
connected transaction is fair and reasonable and necessary for the operations of
the joint venture entity and equal guarantee is provided by the two major
shareholders on the same terms and conditions.
Please be informed accordingly
Yours faithfully,
(Mr. Souvik Roy Chowdhury)
Company Secretary
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases. In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.
Ref.No.IVL006/08/2012
14 August 2012
President
The Stock Exchange of Thailand
Subject: Disclosure of Connected Transaction
The Board of Directors Meeting No. 6/2012 of Indorama Ventures Public Company
Limited ("IVL") held on 14 August 2012, has approved to provide 50% corporate
guarantee to PT. Indorama Petrochemicals, its joint venture entity. The details
of the connected transaction are as follows:
1. Transaction date: Within Q3 2012
2. The parties involved:
Guarantor: Indorama Ventures Public Company Limited ("IVL")
Guarantee: PT. Indorama Petrochemicals ("PTIP"), a company jointly
controlled by Indorama Netherlands B.V. (42%), a subsidiary company of IVL and
by PT. Indo-Rama Synthetics Tbk (42%), a company belonging to Mr. Sri Prakash
Lohia and Mr. Amit Lohia, directors of IVL.
3. Description of transaction:
It is necessary for PTIP to operate its business by borrowing long term loan and
working capital loan from the financial institution in the amount of USD 47
million. In this regard the major shareholders of PTIP are required to be the
guarantor of such loans. There are two major shareholders of PTIP namely
Indorama Netherlands B.V. and PT. Indo-Rama Synthetics Tbk both holding 42%
each.
Since IVL is a parent company of Indorama Netherlands B.V., therefore IVL is
required to provide a 50% guarantee for the above loan amounting to USD 23.50
million to the financial institution and for the balance 50% a guarantee will
provided by PT. Indo-Rama Synthetics Tbk.
This transaction falls under the category of "transaction regarding offer or
receipt of financial
assistance" as prescribed in the Notification of the Capital Market Supervisory
Board No. TorChor 21/2551 Re: Related Parties Transactions and the Notification
of the Board of Governors of the Securities Exchange of Thailand Re:
Disclosure of Information and Other Acts of Listed Companies Concerning the
Connected transactions, 2003.
4. The total value and transaction size:
The transaction value is USD 23.50 million or Baht 746.12 million (calculation
based on the exchange rate of USD 1 = Baht 31.75). The calculation has revealed
that the size of such transaction is greater than 0.03% but less than 3% of the
Company's net tangible asset value as per the consolidated financial statements
ended on 30 June 2012. Consequently, the Company has taken the IVL Board
approval and disclosing the same to the Stock Exchange of Thailand.
5. Interested directors not attending the meeting and voting:
1) Mr. Sri Prakash Lohia
2) Mr. Aloke Lohia
3) Mrs. Suchitra Lohia
4) Mr. Amit Lohia (absent at this Meeting)
6. Opinion of the Company's Board of Directors and Audit Committee:
In the opinion of the Audit Committee and the Board of Directors, the above
connected transaction is fair and reasonable and necessary for the operations of
the joint venture entity and equal guarantee is provided by the two major
shareholders on the same terms and conditions.
Please be informed accordingly
Yours faithfully,
(Mr. Souvik Roy Chowdhury)
Company Secretary
______________________________________________________________________
This announcement was prepared and disseminated by listed company or issuer
through the electronic system which is provided for the purpose of dissemination
of the information and related documents of listed company or issuer to the
Stock Exchange of Thailand only. The Stock Exchange of Thailand has no
responsibility for the correctness and completeness of any statements, figures,
reports or opinions contained in this announcement, and has no liability for any
losses and damages in any cases. In case you have any inquiries or
clarification regarding this announcement, please directly contact listed
company or issuer who made this announcement.